17 CFR § 230.140 - Definition of “distribution” in section 2(11) for certain transactions.

---
identifier: "/us/cfr/t17/s230.140"
source: "ecfr"
legal_status: "authoritative_unofficial"
title: "17 CFR § 230.140 - Definition of “distribution” in section 2(11) for certain transactions."
title_number: 17
title_name: "Commodity and Securities Exchanges"
section_number: "230.140"
section_name: "Definition of “distribution” in section 2(11) for certain transactions."
chapter_name: "SECURITIES AND EXCHANGE COMMISSION"
part_number: "230"
part_name: "GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933"
positive_law: false
currency: "2026-04-05"
last_updated: "2026-04-05"
format_version: "1.1.0"
generator: "[email protected]"
authority: "15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78 78m, 78n, 78o, 78o-7 note, 78t, 78w, 78(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted."
cfr_part: "230"
---


# 230.140 Definition of “distribution” in section 2(11) for certain transactions.

A person, the chief part of whose business consists of the purchase of the securities of one issuer, or of two or more affiliated issuers, and the sale of its own securities, including the levying of assessments on its assessable stock and the resale of such stock upon the failure of the holder thereof to pay any assessment levied thereon, to furnish the proceeds with which to acquire the securities of such issuer or affiliated issuers, is to be regarded as engaged in the distribution of the securities of such issuer or affiliated issuers within the meaning of section 2(11) of the Act.

[24 FR 6386, Aug. 8, 1959]